BoD Document No.

15
Meeting of the
Board of Directors
Of the
Kennett Square Food Co-op

August 13​th​, 2018

7:30 pm 138 Prospect Ave. West Grove, PA 19390

Minutes
Board of Directors
Present: Britton Mendenhall (Chair), Kevin Booth (by telephone), Josh Fitzgerald,
Maureen O’Shea, Meggie Schaeffer
Absent: None
Quorum Present?: Yes

Others Present: Lee Sausen

Proceedings
Opening
● Meeting was called to order with Britton Mendenhall as chair and roll was called. All
directors were present.
● No additions to the agenda were suggested and the agenda was approved unanimously.
● The minutes from the meeting of August 2nd 2018 were approved unanimously.

Scheduled Business
● The expense report was delivered. The Co-op currently has $1,724 on hand.
● The President’s report was delivered. We will be doing our best to use Robert’s Rules of
Order and for this week we will rely on a summary of the rules and script for proceeding
through the meeting.
● The Board Report was delivered with nothing new to report.
● A report on Incorporation and Registration was delivered.
○ The Co-op has filed the PA-100 form with the Department of Revenue.
○ In consideration of Federal Tax and Securitization the Co-op will probably be
eligible for an exemption from SEC filings based on the size of the offering (less
than $5 million). Another possible exemption is an ‘intra-state’ exemption, but this
is not necessarily attractive because the Co-op wants to allow Delaware
residents to be owners. An exemption is important because filings can normally
require an investment bank sponsor and 2-3 years of financials, neither of which
the Co-op has.
 ○ This issue will be discussed with individuals with legal expertise who have offered
their support to the Co-op. This could include F.C.I. but it is unlikely that they will
have very much PA specific information.
○ A question was raised as to whether the Co-op may require SEC filings because
of selling standard ownership shares or preferred shares/membership loans. The
answer is that it is required because of the standard ownership shares.
○ Franklin Mint Federal Credit Union will be contacted about how their standard
forms for opening an account can be completed by a starting business with no
cash flow.
● A report on Website Development was delivered.
○ All Directors are asked to provide a headshot and a short (3-4 sentence)
biography for the website.
○ We will register the KennettSquareFoodCoop.org and
KennettSquareFoodCoop.com domains and set them to redirect to
KennettSquareFood.coop.
● A report on new outreach and contacts was delivered.
○ A former Newark Natural Foods board member was contacted and provided
insight on board/employee relations.

Unfinished Business
None

New Business
● Keystone Development Center will be contacted as soon as possible to discuss the end
of the Co-op’s contract and billing options.
● Elections for Director were opened.
○ B.M. nominated Lee Sausen for appointment; M.O. seconded; after brief
discussion the motion to appoint passed unanimously.
● K.B. nominated Lee Sausen as Treasurer of the Co-op; B.M. seconded; the motion
passed unanimously.
● B.M. moved to adopt the design presented by Donna with Georgia font as the official
logo of the Co-op; M.O. seconded; the motion passed

Commitments Review
● Upcoming Events include Third Thursday and Rock the Park. Materials will be passed
between attendees.

Adjournment
● The meeting was adjourned.
● The Board of Directors will reconvene on September 10th, 2018 at 7:15 PM in West
Grove, PA.